To Clarify about the Lease Agreement of Central Lardprao Pro

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06 สิงหาคม 2550



August 6, 2007

Subject: To Clarify about the Lease Agreement of Central Lardprao Project

To: President, The Stock Exchange of Thailand

Whereas on August 2, 2007 the share prices of Central Patana Public Company Limited ("The Company") dipped erratically, causing investors to enquire about the lease agreement of Central Lardprao Project, the company therefore would like to give explanation as follows.

The news as reported by the various media that the Transport Committee of the National Legislative Assembly has passed a resolution to stop the State Railway of Thailand from negotiating with Central on the rent of property at the Phahon Yothin Triangle, and invite new bids instead.

The company wishes to clarify that consideration of the said project is still ongoing, and has not been cancelled as reported. It is true the company sent a letter dated November 10, 2000 requesting the State Railway to negotiate an extension of the contract, to which the Railway replied by letter dated February 5, 2001 stating that it "cannot consider proceeding with this (request) yet". The Railway's reply cannot by any stretch of imagination be construed as firm and final refusal to consider renewing a contract with Central, though there is an effort from some quarters to make it appear so.

Besides, the Railway subsequently requested for legal opinions from both the Office of Attorney General and the Office of the Council of State regarding the legal aspects pertaining to Central Inter Development Co., Ltd's proposal to rent property under the Central Plaza Project, Ladprao, Phahon Yothin Triangle to continue its business operation. The legal opinions given to the State Railway by both Offices, in essence, were identical. In brief, because there is an agreement in the land rent contract of 1978 that after 30 years, ownership of all buildings, equipment and systems on the rented land will be transferred to the State Railway and the Railway will lease all these to the company to continue its business at rental rates and other benefits to be mutually agreed. If the contracting parties fail to reach an agreement, the lessee shall transfer ownership of all buildings and constructions to the lesser.Therefore, the next step is to act in accordance with the Royal Act on Private Participation in State Affairs (B.E. 2535), namely, the Railway has to appoint a Committee as stipulated by Section 13 of the Act to negotiate returns and benefits to the State, without issuing a new invitation for private sector participation. The Council of State added, for the benefit of the State, the Railway should expedite the proceeding,bearing in mind also the expiry date of the present contract as well as problems and hindrances encountered in the business of the private sector,

The company believes the State Agency will follow the given by the Council of State because there is a Cabinet resolution requiring all State Agencies that have requested the Council for a legal opinion, to act accordingly upon the legal opinion once it has been given by the Council.

This is because the Council of State together with the Office of the Council of State is the advisory institute of the State, founded by Statute, with the responsibility of giving legal opinions that are carefully considered, thorough, and free from prejudice. It is an important mechanism of the administration under the "rule of law" to ensure that administrative powers are exercised in accordance with the intents of laws and are exercised legally for the benefits of the public as a whole, not belonging to any particular person or group of people.

Thus, negotiation on returns and benefits to the state from this project, according to the legal opinions of both the Office of the Council of State and the Office of Attorney General, is the jurisdiction of the Committee that the State Railway has appointed in accordance with Section 13 of the the Royal Act on Private Participation in State Affairs (B.E. 2535). Section 13 specifies that the Committee shall consist of 12 persons comprising representatives from various Ministries and Government Agencies plus individual experts in the subject concerned, to ensure non intervention and that consideration of the matter does not fall into the hand of a single person or a single Agency whereupon it might go astray without adhering to any firm principle.

To our knowledge, the Committee is in the process of hiring the first independent appraisal firm and is also selecting a second one to carry out a study and appraise the values of land and buildings.The information thus obtained will form the basis for price negotiation.

The company is therefore confident that the ensuing negotiation will be conducted in accordance within the realm of relevant laws,with transparency, and based on firm and fair ground. We wish to assure all concerned that we are ready to abide by all terms and look forward to the negotiation of the new contract.

 

Yours faithfully,

 

(Mr.Naris Cheyklin)
Secretary to the Board of Directors